Disqualification of directors under Section 61 of the Goa Co-operative Societies Act is automatic, but the Registrar must judiciously consider circumstances when determining the duration of disqualification.

JUDGMENT :

Bharat P. Deshpande, J.

Rule. Rule is made returnable forthwith.

2. Heard the matter finally at the admission stage with consent.

3. The petitioner who is one of the Board of Directors of the respondent No.2-Society and working as Secretary, preferred present petition thereby challenging the impugned order passed by the respondent No.1 dated 06/07/2023 and corrigendum dated 08/08/2023.

4. By the impugned order dated 06/07/2023, respondent No.1 disqualified the petitioner for a period of 4 years for being chosen as Directors and she was held ineligible to continue as Secretary of respondent No.2-Society. The respondent No.1 vide separate order dated 06/07/2023 appointed an Administrator to look after the day to day affairs of the society.

5. Mr. Nigel Da Costa Frias appearing for the petitioner would submit that the society was duly registered having its bye-laws approved. The only three members of the said society were elected as Directors including the petitioner. The said three Directors acted as Chairman, Treasurer and Secretary of the said society. The Treasurer resigned on 12/07/2020. On 13/07/2022, the Chairman resigned. There was only the petitioner being the Secretary who could not have convened a meeting of the general body within time for the financial year 2021-2022. Such Annual General Meeting was supposed to be convened on or before 22/09/2022.

6. Mr. Costa Frias would then submit that the petitioner addressed a letter to respondent No.1 seeking extension of time to convene the Annual General Meeting by disclosing sufficient reasons. There was no response from the office of respondent No.1. Suddenly somewhere in September, 2022 respondent No.1 intimated the petitioner that such time cannot be extended.

7. Mr. Costa Frias would submit that for convening the Annual General meeting, 14 days clear notice to all the members is must. Since there was no such time left from the date of receipt of letter from respondent No.1, the meeting could not be convened on or before 22/09/2022. He submits that such Annual General Meeting was held on 06/11/2022 and audited statements of account were placed and proved. The intimation was given to respondent No.1. However, after such intimation was received by respondent No.1 along with the minutes of the Annual General Meeting, suddenly a Show Cause Notice was issued to the petitioner as to why she should not be disqualified from the post of Director. The petitioner filed a detailed reply objecting to such Show Cause Notice and convening to the Registrar about the grounds for delay of such meeting. However, respondent No.1 failed to consider such grounds and passed the impugned order.

8. Mr. Costa Frias would submit that it was beyond the control of the petitioner to convene the Annual General Meeting prior to 22/09/2022 since the Chairman was not available and no other member was ready to co-opt to the post of Chairman. He submits that the Secretary alone could not have convened or summoned a meeting and therefore the impugned order suffers from illegality and arbitrariness.

9. He would further submit that grounds of disqualification found in the impugned order show arbitrariness on the part of the officer who failed to consider reasons disclosed in the reply to the Show Cause Notice.

10. Mr. Costa Frias would submit that the Chairman of the Board is empowered to summon the Annual General Board Meeting and in absence of the chairman, it was the duty of the Registrar himself either to elect the Chairman or to convene the meeting. He would submit that there was no deliberate or malafide intention on the part of the petitioner not to convene such a meeting. He submits that the discretion available for respondent No.1 has not been judiciously exercised.

11. Per contra, Shri. Shirodkar, learned Additional Government Advocate has claimed that it is mandatory for the society to conduct the meeting within the specified time and on failure, the Board of Directors are bound to incur disqualifica